Terms of Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, conveys and transfers to Purchaser, and Purchaser hereby purchases, accepts and receives from Seller, 100% of its right, title and interest (for the avoidance of doubt, both economic and ownership) in, to and under the LLC in exchange for Purchaser’s payment to Seller of (i) a development fee of $900,000 as well as reimbursement of an amount equal to an additional $17,764 in immediately available funds pursuant to wiring instructions to be provided separately (the “Development Fee”) to be paid in accordance with Section 3.1 below and (ii) an amount equal to thirty percent (30%) of the Project” s distributable cash flow after the Purchaser and the party(ies) making an equity investment in the Project fully recoup their respective investment in the Project (such investment(s) to be calculated solely as amounts expended in and for the construction of the Project) and the Project achieves a thirty (30%) percent internal rate of return (the “IRR”), which, for the avoidance of doubt, will take into account and be computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature (such payment to the Seller, the “Seller Participation Payment”). The Seller Participation Payment shall be paid by Purchaser to Seller on a quarterly basis commencing the first quarter in which the Project achieves the IRR. Within 45 days of the end of the fiscal year of each of the LLC, Seller will be provided the audited financials of the LLC, including the cash distributions to the members of each of the foregoing. Purchaser hereby guarantees the Seller Participation Payment.
Terms of Sale and Purchase. 3.1. VOLUMES – COMMITMENT & DEDICATION Seller shall commit and dedicate, for sale to Buyer under this Agreement, all volumes of Products owned or controlled by Seller, including such volumes as are produced at the Originating Facility; provided, however, with respect to High Pressure Condensate, Seller shall have the right to retain all or a portion of such Product for sale to third parties at its sole election.
Terms of Sale and Purchase. 3.1 If the Customer fails to comply with the Cooperative’s most current Net Energy Metering Rider during the entire term of this Agreement, no sale or purchase of Excess Energy or RECs shall occur.
3.2 Electricity generated by the Customer’s Renewable Fuel Generator shall be netted against the electricity supplied to the Customer by the Cooperative in accordance with the Cooperative’s most current Net Energy Metering Rider. Customer is responsible for all applicable monthly charges resulting from the Cooperative’s provision of electric service to the Customer and shall remit payment in a timely fashion in accordance with the Cooperative’s Terms and Conditions. At no time during the Net Metering Period shall any monetary amount be credited to the Customer solely as a result of the Customer being a Net Energy Metering Customer.
3.3 By entering into this Agreement, the Customer represents that Customer has full ownership, and the legal authority to transfer such ownership, of the Excess Generation and the RECs resulting from operation of the Renewable Fuel Generator.
3.4 Customer shall be solely responsible for complying with any and all other requirements of federal, state, or local law or regulation regarding the operation or maintenance of its Renewable Fuel Generator. The Cooperative shall not be responsible for any additional costs related to ensuring the Renewable Fuel Generator’s compliance with any legal or regulatory requirements.
3.5 Customer shall be solely responsible for any tax obligation resulting from the sale of Excess Energy or RECs as covered by this Agreement.
Terms of Sale and Purchase. 3.1 Simultaneously with the Closing Date of the Transaction, Reve Technologies, Inc. Board of Directors shall approve the following:
(A) Mr. Stehrenberger will resign as Director, President, CEO, CFO and any other officer positions he holds;
(B) Mr. Stehrenberger agrees to provide transition support up to, and for ninety days following, the Closing Date of the Transaction;
(C) Mr. Stehrenberger agrees to appoint Mr. Xxxxx Xxxxxxx as sole Director, CEO, CFO, Secretary and Treasurer of Reve Technologies and will execute Board Resolutions approving resignation and appointment;
(D) Mr. Stehrenberger agrees to inform Auditor, Accountant and Securities Counsel of his resignation and appointment of new officer(s) and director(s);
(E) Mr. Stehrenberger agrees to transfer the access to the web site to a person designated by the Company for hosting;
(F) Assistance in modifying web site to reflect remaining asset of the Company;
(G) Prepare and forward Transition Letter to OTC Markets introducing new CEO so contact may be established
(H) Once Xx. Xxxxxxx is appointed Director, President, CEO, CFO, Secretary and Treasurer of Reve Technologies, Inc. and has opened a new bank account, Mr. Stehrenberger agrees to close any currently operating corporate bank accounts and to transfer any Company held money into the new bank account;
(I) Mr. Stehrenberger agrees to assist Xx. Xxxxxxx with the transitioning of corporate records, upcoming public filings, and to otherwise make himself available to assist in resolving any and all issues that may occur relative to the transition;
(J) On the Closing Date, Mr. Stehrenberger represents and warrants that there are no current, outstanding, or pending lawsuits filed against any of its officers or directors in their capacity as directors, officers and/or representatives of Reve Technologies, Inc.; and
(K) If, within one year of the Closing Date of the Transaction, it is discovered that there are pending lawsuits against Reve Technologies, Inc.’s officers, directors, and/or representatives filed against them in their capacity as officers, directors and/or representatives of the Company, Mr. Stehrenberger shall be held responsible for litigating said claims.
Terms of Sale and Purchase. These terms and conditions of sale govern the relationship between Seller and Buyer with respect to the sale and purchase of the products (the "Products") originally supplied to Seller by D.S.P.C. TECHNOLOGIES, LTD. ("DSPC"). These terms are the only ones upon which Seller will accept orders, and Buyer agrees that such terms shall supersede the terms contained on any purchase order that Buyer provides to Seller. As an additional matter, these terms supersede all prior written understandings, assurances and offers between the parties. Buyer and Seller agree that any attempt to vary the terms specified herein, or that propose additional terms to be included in any purchase order that Buyer may issue, shall not be effective. Any such proposal shall be deemed to be rejected, unless expressly approved by Seller in writing. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions contained herein. Any amendment of, or deviation from, these Terms and Conditions of Sale must specifically be agreed to in writing by the general manager of the Seller before becoming binding on either the Seller or the Buyer. All purchase orders or contracts must be approved and accepted by the Seller in writing. The said Terms and Conditions of Sale shall be applicable whether or not they are attached to each order sheet or enclosed with the Product sold hereunder.
Terms of Sale and Purchase. 3.1 If the Customer fails to comply with the Cooperative’s most current Net Energy Metering Rider during the entire term of this Agreement, no sale or purchase of Excess Generation or RECs shall occur.
3.2 For residential Customers, the capacity of the RFG may not exceed twenty (20) kilowatts alternating current, or the expected annual energy consumption based on the previous 12 months of billing history, whichever is less. For non-residential Customers, the capacity of the RFG may not exceed one megawatt alternating current, or the expected annual energy consumption based on the previous 12 months of billing history, whichever is less. The total connected capacity of all generators shall not exceed the limits established by § 56-594.01 of the Code of Virginia.
3.3 The Customer shall receive service from the Cooperative pursuant to the retail tariff under which Customer would be served if Customer were not a net energy metering Customer (the Customer’s standard tariff). Time-of-use net metering is not permitted under an electricity supply service tariff having no demand charges.
3.4 Electricity generated by Customer’s RFG shall be metered and shall be netted against the electricity supplied to Customer by Cooperative over the Billing Period. Customer shall receive a Billing Period Credit in any Billing Period in which the quantity of electricity generated and fed back into the electric grid by Customer’s RFG exceeds the electricity supplied to Customer for the Billing Period.
3.5 For any Billing Period in which generation exceeds consumption, producing a Billing Period Credit pursuant to Section 3.4, the Customer is responsible for all distribution charges, demand charges, facility charges, and taxes as stated in the Customer’s standard tariff. If Customer is under a time-of-use tariff with net metering, Excess Generation is determined separately for each time-of-use tier. Customer must pay only the demand charges and all charges that do not vary by usage in any Billing Period when there are credits in all tiers for that Billing Period. Any amounts required to be collected by law will still be billed.
3.6 Customers shall be responsible for installing, a lockable, load-breaking manual disconnect switch at a suitable location, approved by Cooperative, that can be easily located and accessed by Cooperative. The Customer, at Customer’s expense, shall be responsible for maintaining the switch and ensuring that the Cooperative has round-the-clock, unobstructed a...
Terms of Sale and Purchase. (a) At Closing, Qualified Stockholders shall sell and deliver to Purchaser certificates for the shares set forth after their names in Schedule A attached hereto, endorsed to effect the assignment to Purchaser, and shall have Escrow Agent deliver to Purchaser certificates evidencing the Tendered Common Shares, all endorsed for transfer; provided that tender of 1000 shares of the Common Stock of EWI, which exclude the 100 shares of EWI Common Stock owned by Xxxxxx X. Xxx, shall satisfy the obligation of the Qualified Stockholders with respect to the delivery of shares of EWI. All shares of the capital stock of EWI so tendered or delivered are referred to as the "Shares."
(1) At Closing Date, Qualified Stockholders shall provide to Purchaser the Closing Financial Statements (as defined in ss.2.03). Any disagreements between Purchaser and Qualified Stockholders concerning EWI's final net tangible book value shall be resolved in accordance with Section 2.03(c).
(b) As consideration for the Shares, the Tendered Common Shares and the other promises, agreements, warranties, and covenants hereof, the Purchaser shall:
(1) Transfer and pay to Escrow Agent, as agent of and for the benefit of the Qualified Stockholders, at Closing, the sum of Eight Hundred Twenty-Eight Thousand Dollars ($828,000.00) payable as follows:
(a) One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) by money order, cashier's check or wire transfer of immediately available funds payable to Escrow Agent pursuant to Escrow Agent's instructions, and
(b) the Purchaser's conditional, non-negotiable promissory note evidencing Purchaser's obligation to pay to the Escrow Agent, as agent of and for the benefit of Qualified Stockholders, the sum of Six Hundred Seventy-Eight Thousand and 00/100 Dollars ($678,000.00), with no interest thereon, substantially in the form of Exhibit B (the "Note"). The Note shall provide for the payment of three substantially equal annual installments of principal without interest on the three successive anniversary dates of the Closing Date. The Note shall be subject to the condition that Purchaser shall have available to it the rights of set-off against payments to be made under the Note in accordance with the provisions of Section 1.03.
(2) Issue Thirty-Three Thousand (33,000) shares of Purchaser's unregistered, restricted common stock (the "ATC Stock") in the names and for the number of shares set forth in Schedule 1.01(b)(2) attached hereto. Within thirty (30) day...
Terms of Sale and Purchase. 3.1 Simultaneously with the Closing Date of the Transaction, Stakool shareholders will approve the following:
(A) Within a reasonable time after the Closing Date, but no later than thirty days, Anthus Life will prepare and file, or cause to be filed, a Form 8-K outlining the material agreements entered into between Anthus Life and Stakool;
(B) On the Closing Date, Stakool represents and warrants that Stakool has no outstanding debts and/or liabilities, other than listed on the latest 10Q.
(C) On the Closing Date, Stakool represents and warrants that there are no current, outstanding, or pending lawsuits filed against Stakool and/or any of its officers or directors in their capacity as directors, officers and/or representatives of Stakool;
(D) If, within one year of the Closing Date of the Transaction, it is discovered that there are pending lawsuits against Stakool, its officers, directors, and/or representative filed against them in their capacity as officers, directors and/or representatives of Stakool, or against the company, prior to the Closing Date, or if, within one year from the Closing Date, any of Stakool’s present or past shareholders, officers or directors file any claims whatsoever, against the company, for acts made by the company and/or officers, directors and/or representative of the company prior to the Closing Date, Stakool shall be held responsible for litigating said claims, and hereby holds Anthus Life harmless from any claims made by current shareholders, officers and/or directors.
Terms of Sale and Purchase. 1 ss. 1.02 Indemnity Against Debts and Liabilities.................3
Terms of Sale and Purchase. Subject to the terms and conditions set forth below:
A. At Closing (as defined in ss. 6.01 below), Shareholders shall sell to Purchaser all issued and outstanding shares of common stock of BYA (the "Shares") and shall deliver to Purchaser certificates evidencing all the Shares properly endorsed to effect the assignment of the Shares to Purchaser.
B. Purchaser shall at Closing:
(1) As partial consideration for the Shares, pay to Shareholders an aggregate of $2,750,000 in the ratio to 4/5 to Xx. Xxx and 1/5 to Xx. Xxxxxx (the "Payment Ratio"), as follows: wire transfer $2,200,000 to Xx. Xxx to the wire address to be supplied by Xx. Xxx and deliver to Xx. Xxxxxx a promissory note (the "Xxxxxx Note") in the amount of $550,000 in the form of Exhibit 1.01B(1).
(2) As additional consideration for the Shares, execute and deliver to Shareholders in the Payment Ratio promissory notes in the form of Exhibit 1.01B(2) (the "Notes") evidencing Purchaser's obligation to pay to Shareholders the aggregate sum of Three Hundred Fifty Thousand Dollars ($350,000) in three equal annual installments of One Hundred Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($116,666.
